UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 10-Q

          [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 1998
                                                 -------------
                                       OR
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 1-4996
                                                ------

                               ALLTEL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     DELAWARE                                                    34-0868285
--------------------------------------------------------------------------------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)

One Allied Drive, Little Rock, Arkansas                             72202
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code            (501) 905-8000
                                                  ------------------------------

--------------------------------------------------------------------------------
            (Former name, former address and former fiscal year, if
                           changed since last report)

     Indicate  by  check  mark whether  the registrant (1) has filed all reports
required  to  be filed by Section  13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12 months  (or  for such  shorter period  that the
registrant was required to file such reports), and (2) has been  subject to such
filing requirements for the past 90 days.

YES X     NO
   ---      ---


Number of common shares outstanding as of June 30, 1998:

                                          184,354,525
                                          -----------

The Exhibit Index is located at sequential page 18.
                                               ----



<PAGE>


                               ALLTEL CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
-------  --------------------

           The following consolidated financial statements of ALLTEL Corporation
and  subsidiaries,  included in the interim report of ALLTEL  Corporation to its
stockholders  for  periods  ended  June 30,  1998,  a copy of which is  attached
hereto, are incorporated herein by reference:


           Consolidated Statements of Income - for the three, six and
               twelve months ended June 30, 1998 and 1997.

           Consolidated Balance Sheets - June 30, 1998 and 1997 and
               December 31, 1997.

           Consolidated Statements of Cash Flows - for the six and
               twelve months ended June 30, 1998 and 1997.



                                       2


<PAGE>

                               ALLTEL CORPORATION

                                    FORM 10-Q

                          PART I - FINANCIAL STATEMENTS

Item 2.  Management's Discussion and Analysis of Financial Condition and
-------  ---------------------------------------------------------------
         Results of Operations
         ---------------------

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

    The  total  capital  structure  for  ALLTEL  Corporation  ("ALLTEL"  or  the
"Company")  was $4.3 billion at June 30, 1998,  reflecting 59 percent common and
preferred  equity and 41 percent debt.  This compares to a capital  structure of
$4.1 billion at December 31, 1997,  reflecting  54 percent  common and preferred
equity and 46 percent debt. ALLTEL has adequate internal and external  resources
available  to finance  its ongoing  operating  requirements,  including  capital
expenditures, business development and the payment of dividends.

    Cash provided from  operations was $397.9 million and $889.8 million for the
six and twelve  month  periods  ended June 30, 1998,  respectively,  compared to
$306.3 million and $746.7 million for the same periods in 1997. The increases in
the six and twelve month periods  reflect growth in the earnings of the Company,
decreased  working capital  requirements and the timing of additional income tax
payments  associated  with gains realized from the sale of a portion of ALLTEL's
investment in WorldCom, Inc. common stock, as further discussed below.

    Capital  expenditures  for the six and  twelve  month  periods  of 1998 were
$256.8 million and $554.1 million, respectively,  compared to $248.3 million and
$489.1  million for the same periods in 1997.  During the past two-year  period,
the Company funded the majority of its capital  expenditures  through internally
generated funds. Capital expenditures were incurred to continue to modernize and
upgrade  ALLTEL's   telecommunications  network  and  to  expand  into  existing
information services markets. In addition, capital expenditures were incurred to
construct  additional  network  facilities  to provide  Personal  Communications
Services  ("PCS")  and  to  offer  other  communications   services,   including
long-distance,   Internet  and  local  competitive   access  services.   Capital
expenditures  are forecast at  approximately  $610  million for 1998,  which are
expected to be funded primarily from internally generated funds.

    Cash flows from investing activities for the six and twelve month periods of
1997 include a cash outlay of $146.5 million  related to the  acquisition of PCS
licensing rights. The Company acquired PCS licensing rights for 73 markets in 12
states.  Cash  flows from  investing  activities  for the six and  twelve  month
periods  of 1997 also  include a cash  outlay of $40.4  million  related  to the
acquisition  of two  wireless  properties  in  Alabama  and the  purchase  of an
additional ownership interest in a Georgia wireless property.

    Cash  flows from  investing  activities  for both the six and  twelve  month
periods ended June 30, 1998 include proceeds of $203.3 million primarily related
to the sale of a portion of the Company's  investment in WorldCom,  Inc.  common
stock.  In addition,  cash flows from investing  activities for the twelve month
period ended June 30, 1998 include  proceeds of $48.7 million  received from the
sale of an investment in a software  company  completed in September  1997. Cash
flows from  investing  activities  for the six and twelve  month  period of 1997
include proceeds of $152.0 million received from the sale of assets, principally
consisting of two non-strategic  operations.  In May 1997, the Company completed
the sale of its wire and cable subsidiary,  HWC Distribution Corp. ("HWC"),  for
approximately  $45.0 million in cash, and in January 1997, the Company  received
net proceeds of $104.9  million in  connection  with the sale of its  healthcare
operations.  The proceeds  from these asset sales were used  primarily to reduce
borrowings under the Company's revolving credit agreement.

                                         3

<PAGE>

    Included in cash flows from financing  activities are dividend  payments and
the repurchase by the Company of its common stock. Common and preferred dividend
payments  for the six and twelve month  periods  ended June 30, 1998 were $107.3
million and $210.4 million, respectively,  compared to $103.2 million and $202.3
million for the same periods in 1997. The increases in dividend payments in both
periods  reflect the October  1997 action of the Board of  Directors to increase
the quarterly common stock dividend rate from $.275 per share to $.29 per share.
Under a share  repurchase  program  initiated  by ALLTEL in 1996 and expanded in
1997, the Company repurchased  approximately 3.9 million of its common shares at
a total cost of $137.3  million  during the twelve  month  period ended June 30,
1998. The Company did  not  repurchase  any of its common stock during the first
six months of 1998.  During the twelve month period ended June 30, 1997,  ALLTEL
repurchased  approximately  3.6 million of its common  shares at a total cost of
$113.9  million.  Of this total,  $38.3  million was spent  during the first six
months of 1997.

    The  Company  has a $1  billion  line of  credit  under a  revolving  credit
agreement.  Borrowings  outstanding  under this  agreement at June 30, 1998 were
$93.9 million,  compared to $247.9 million that were outstanding at December 31,
1997.  Borrowings  outstanding under this agreement at June 30, 1997 were $108.8
million. The weighted average interest rate on borrowings outstanding under this
agreement at June 30, 1998, was 5.8 percent. As previously  discussed,  proceeds
from the sales of WorldCom,  Inc.  common stock , the wire and cable  operations
and the  healthcare  operations  were used  primarily  to reduce  the  amount of
borrowings  outstanding under the revolving credit agreement.  The net reduction
in  revolving  credit  borrowings  for the six and twelve  months ended June 30,
1998,  represents  a portion of the  long-term  debt  retired in those  periods.
Scheduled  long-term debt  retirements,  net of the revolving  credit  agreement
activity,  amounted to $25.9  million  and $49.7  million for the six and twelve
month periods ended June 30, 1998, respectively.

CONSOLIDATED RESULTS OF OPERATIONS

    Revenues and sales increased $117.6 million or 14 percent, $180.3 million or
11 percent and $228.9  million or 7 percent for the three,  six and twelve month
periods ended June 30, 1998,  respectively.  Operating  income  increased  $24.3
million or 14  percent,  $34.7  million or 10 percent  and $188.7  million or 32
percent  for the  three,  six and twelve  month  periods  ended  June 30,  1998,
respectively.  Growth in revenues  and sales in all periods of 1998 was impacted
by the sale of HWC. The sale of information services' healthcare operations also
impacted revenue and sales growth in the twelve month period of 1998.  Operating
results for the three, six and twelve month periods ended June 30, 1997, include
non-recurring charges to reduce the carrying value of certain assets, as further
discussed below.  Adjusted to exclude these asset  dispositions and write-downs,
revenues and sales would have  increased  $128.9  million or 16 percent,  $223.1
million or 14 percent and $406.0  million or 13 percent,  and  operating  income
would have increased  $7.8 million or 4 percent,  $19.3 million or 5 percent and
$63.3  million or 9 percent for the three,  six and twelve months ended June 30,
1998,  respectively.  As further discussed below, growth in operating income for
all  periods of 1998 was  impacted  by certain  start-up  costs  incurred by the
communications  segment  in an  effort  to  provide  new  and  expanded  service
offerings.

    Net income  increased  $23.0  million  or 13  percent,  $44.9  million or 16
percent  and $161.4  million or 41 percent for the three,  six and twelve  month
periods  ended June 30,  1998,  respectively.  Basic  earnings  per common share
increased  15 percent,  18 percent and 44 percent for the three,  six and twelve
month periods ended June 30, 1998, respectively. In addition to the sales of HWC
and the  healthcare  operations,  reported  net  income and  earnings  per share
amounts were impacted by non-extraordinary,  non-recurring items.  Excluding the
impact  in each  period  of the asset  dispositions  and the  non-extraordinary,
non-recurring  items  discussed  below,  net income  would have  increased  $9.4
million or 10  percent,  $18.8  million or 10  percent  and $45.6  million or 12
percent,  while basic earnings per share would have increased 12 percent in both
the three and six month periods, and 15 percent in the twelve month period ended
June 30, 1998.


                                         4

<PAGE>

Net income and earnings per share  adjusted for the asset  dispositions  and the
non-extraordinary, non-recurring items are summarized in the following table:

<TABLE>

(Dollars in thousands, except per share amounts)
-----------------------------------------------------------------------------------------------------------------

                                         Three Months Ended           Six Months Ended        Twelve Months Ended
                                               June 30,                   June 30,                   June 30,
                                         ------------------          -----------------        -------------------
                                          1998         1997          1998         1997         1998          1997
                                          ----         ----          ----         ----         ----          ----
<S>                                   <C>          <C>           <C>          <C>          <C>           <C>
                                                                                                          
Net income, as reported               $196,898     $173,890      $320,449     $275,598     $552,737      $391,354
Disposition of healthcare and
   wire and cable operations                 -         (181)            -         (838)           -        (6,424)
Non-recurring items, net of tax:
   Provision to reduce carrying
       value of certain assets               -       11,744             -       11,744            -        84,460
   Gain on disposal of assets          (90,189)     (88,105)     (112,462)     (97,326)    (135,031)      (97,326)
                                      --------      -------      --------      -------     --------       ------- 

Net income, as adjusted               $106,709     $ 97,348      $207,987     $189,178     $417,706      $372,064
                                      ========     ========      ========     ========     ========      ========
-----------------------------------------------------------------------------------------------------------------

Basic earnings per share, as reported    $1.07         $.93         $1.74        $1.47        $2.99         $2.08
Disposition of healthcare and
   wire and cable operations                 -            -             -           -             -          (.03)
Non-recurring items:
   Provision to reduce carrying
       value of certain assets               -          .06             -          .06            -           .44
   Gain on disposal of assets             (.49)        (.47)         (.61)        (.52)        (.73)         (.52)
                                          ----         ----         -----        -----        -----         ----- 

Basic earnings per share, as adjusted     $.58         $.52         $1.13        $1.01        $2.26         $1.97
                                          ====         ====         =====        =====        =====         =====
-----------------------------------------------------------------------------------------------------------------
</TABLE>

The net income and earnings per share impact of the asset  dispositions  and the
non-extraordinary,  non-recurring  items  has  been  presented  as  supplemental
information  only.  The  non-recurring  items  reflected  in the above table are
discussed in reference to the caption in the  consolidated  statements of income
in which they are reported.

Provision to Reduce Carrying Value of Certain Assets
----------------------------------------------------

    During the second quarter of 1997, the Company recorded a pretax  write-down
of $16.9  million to reflect the fair value less cost to sell its wire and cable
subsidiary, HWC. The net income impact of this write-down resulted in a decrease
in net income of $11.7 million or $.06 per share.

    During the third  quarter of 1996,  the Company  incurred  non-cash,  pretax
charges of $120.3  million to adjust the carrying  value of certain  assets.  In
accordance with the Company's plan to dispose of its wire and cable  subsidiary,
the  Company  recorded a pretax  write-down  of  goodwill in the amount of $45.3
million. In addition, information services recorded a pretax write-down of $53.0
million  in the  carrying  value of  certain  assets,  primarily  consisting  of
capitalized software development costs. The write-down of software resulted from
performing a net realizability evaluation of software-related products that have
been  impacted by changes in software  and  hardware  technologies.  Information
services  also  recorded  a pretax  write-down  of $22.0  million  to reduce the
carrying value of its community banking operations to their estimated fair value
based upon  projections  of future  cash flows.  The net income  impact of these
write-downs  resulted in a decrease  in net income of $72.7  million or $.38 per
share.


                                         5

<PAGE>

Gain on Disposal of Assets and Other
------------------------------------
    During the second  quarter of 1998,  the  Company  recorded a pretax gain of
$148.2  million  resulting  from  the sale of a  portion  of its  investment  in
WorldCom,  Inc.  common stock.  This gain  increased net income $90.2 million or
$.49 per share. In the first quarter of 1998, the Company recorded a pretax gain
of $36.6  million  primarily  from the sale of a portion  of its  investment  in
WorldCom,  Inc. common stock. This gain resulted in an increase of $22.3 million
in net income and $.12 in earnings per share.

    During the third  quarter of 1997,  the  Company  recorded a pretax  gain of
$34.4  million  primarily  related to the sale of its  investment  in a software
company.  This gain increased net income $22.6 million or $.12 per share. In the
second  quarter of 1997,  the Company  recorded a pretax gain of $156.0  million
from the sale of a portion of its  investment  in WorldCom,  Inc.  common stock.
This transaction resulted in an increase of $88.1 million in net income and $.47
in earnings per share.  During the first quarter of 1997, the Company recorded a
pretax gain of $16.2 million from the sale of information  services'  healthcare
operations.  The net income impact from this transaction resulted in an increase
of $9.2 million in net income and $.05 in earnings per share.

RESULTS OF OPERATIONS BY BUSINESS SEGMENT
<TABLE>

Communications-Wireline Operations
--------------------------------------------------------------------------------------------------------------------
                                       Three Months Ended          Six Months Ended           Twelve Months Ended
(Dollars in thousands)                       June 30,                  June 30,                     June 30,
--------------------------------------------------------------------------------------------------------------------
                                         1998         1997          1998         1997            1998           1997
                                         ----         ----          ----         ----            ----           ----
<S>                                  <C>          <C>           <C>          <C>           <C>            <C>

Local service                        $125,472     $115,635      $247,144     $227,525      $  485,707     $  448,695
Network access and long-distance      174,191      156,960       345,837      310,064         683,367        604,306
Miscellaneous                          41,404       38,699        82,533       74,881         162,852        148,901
                                     --------     --------      ---------    --------      -----------    ----------
    Total revenues and sales         $341,067     $311,294      $675,514     $612,470      $1,331,926     $1,201,902
Operating income                     $109,773     $108,638      $225,428     $214,539      $  457,339     $  414,967
--------------------------------------------------------------------------------------------------------------------
</TABLE>

    Wireline  revenues and sales  increased  $29.8 million or 10 percent,  $63.0
million or 10 percent and $130.0  million or 11 percent  for the three,  six and
twelve  months  ended June 30, 1998,  respectively.  Wireline  operating  income
increased  $1.1  million or 1  percent,  $10.9  million  or 5 percent  and $42.4
million or 10  percent  for the three,  six and  twelve  month  periods of 1998,
respectively.

    Local service  revenues  increased $9.8 million or 9 percent,  $19.6 million
and 9 percent and $37.0 million or 8 percent in the three,  six and twelve month
periods ended June 30, 1998, respectively.  Customer access lines increased more
than 6 percent during the past twelve month period,  reflecting  increased sales
of  residential  and second  access  lines.  Growth in custom  calling and other
enhanced  services  revenues also  contributed to the increases in local service
revenues in all periods of 1998.

    Network  access and  long-distance  revenues  increased  $17.2 million or 11
percent,  $35.8  million or 12 percent  and $79.1  million or 13 percent for the
three,  six and twelve  month  periods  ended June 30, 1998,  respectively.  The
increases  in all periods  primarily  reflect  higher  volumes of access  usage,
increased customer access lines and growth in ALLTEL's long-distance operations.
During the past twelve month period, the number of long-distance  customers grew
to 338,306 from 188,868,  an increase of 149,438  customers or 79 percent.  As a
result  of  this  strong  growth  in  customers,  the  long-distance  operations
generated growth in operating revenues of $4.4 million,  $11.0 million and $28.4
million  during the three,  six and twelve  month  periods  ended June 30, 1998,
respectively.



                                         6
<PAGE>

    On July 12, 1996,  the Georgia  Public Service  Commission  ("Georgia  PSC")
issued an order  requiring  that ALLTEL's  wireline  subsidiaries  which operate
within its  jurisdiction  reduce  their  annual  network  access  charges by $24
million, prospectively,  effective July 1, 1996. The Georgia PSC's action was in
response  to the  Company's  election  to move from a  rate-of-return  method of
pricing  to  an  incentive  rate  structure,  as  provided  by  a  1995  Georgia
telecommunications   law.  The  Company  appealed   the  Georgia  PSC  order. On
November 6, 1996, the Superior Court of Fulton County,  Georgia,  (the "Superior
Court") rendered its decision and reversed the Georgia PSC order, finding, among
other matters, that the Georgia PSC had exceeded its  authority by  conducting a
rate  proceeding  after the  Company's election  of alternative regulation.  The
Superior Court did not rule on a number of other assertions made by the  Company
as grounds for reversal of the Georgia PSC order. The Georgia PSC  appealed  the
Superior  Court's  decision,  and on July 3, 1997,  the Georgia Court of Appeals
reversed the Superior Court's  decision.  On July 16, 1997, the Georgia Court of
Appeals denied the Company's  request to reconsider  its decision.  On August 5,
1997,  the Company  filed with the Georgia  Supreme Court a petition for writ of
certiorari  requesting that the Georgia Court of Appeals'  decision be reversed.
On February 5, 1998,  the Georgia  Supreme  Court  announced it would review the
Company's  petition.  A decision by the Georgia  Supreme Court is expected later
this year. The Company has not implemented any revenue reductions or established
any reserves for refund related to this matter.

    Miscellaneous  revenues increased $2.7 million or 7 percent, $7.7 million or
10 percent and $14.0  million or 9 percent for the three,  six and twelve  month
periods  ended June 30,  1998,  respectively.  Sales of wireline  equipment  and
wireline equipment protection plans accounted for $0.8 million, $4.3 million and
$12.8 million of the overall increases in miscellaneous  revenues for the three,
six and twelve  month  periods of 1998,  respectively.  Increases  in  directory
advertising  and equipment  rental  revenues also  contributed  to the growth in
miscellaneous revenues in all periods.

    Growth in wireline  operating income for all periods of 1998 was impacted by
start-up  costs  incurred  by the Company to provide  additional  communications
services  including  Internet,  local competitive  access and network management
services.  ALLTEL has begun to offer local  access  services  in select  markets
outside its  traditional  service areas to business  customers.  Start-up  costs
related  to the new  service  offerings  reduced  wireline  operating  income by
approximately  $5.7 million,  $10.6 million and $12.6 million in the three,  six
and twelve month periods ended June 30, 1998, respectively. Operating income for
all  periods  of  1998  also  reflects  higher  expenses  due to  growth  in the
long-distance operations, as well as increases in depreciation,  data processing
charges and  network-related  expenses.  Cost of products sold also increased in
all  periods  consistent  with the  growth in sales of  wireline  equipment  and
wireline equipment protection plans noted above.

    ALLTEL's   wireline   subsidiaries   follow  the  accounting  for  regulated
enterprises  prescribed by Statement of Financial  Accounting  Standards No. 71,
"Accounting  for the Effects of Certain  Types of  Regulation"  ("SFAS 71").  If
ALLTEL's  wireline  subsidiaries no longer  qualified for the provisions of SFAS
71, the  accounting  impact to the Company  would be an  extraordinary  non-cash
charge to  operations  of an amount that could be material.  Criteria that would
give rise to the  discontinuance  of SFAS 71 include (1) increasing  competition
that restricts the wireline subsidiaries' ability to establish prices to recover
specific costs and (2) a significant change in the manner in which rates are set
by regulators  from  cost-based  regulation to another form of  regulation.  The
Company periodically reviews these criteria to ensure the continuing application
of SFAS 71 is appropriate.  As a result of the passage of the Telecommunications
Act of 1996  (the "96 Act") and  state  telecommunications  reform  legislation,
ALLTEL's wireline  subsidiaries could begin to experience increased  competition
in their local service  areas.  To date,  competition  has not had a significant
adverse effect on the operations of ALLTEL's wireline subsidiaries.



                                         7
<PAGE>

    In  August  1996,  the  FCC  issued   regulations   implementing  the  local
competition  provisions of the 96 Act.  These  regulations  established  pricing
rules for  state  regulatory  commissions  to follow  with  respect  to entry by
competing  carriers  into the  local,  intrastate  markets  of  incumbent  local
exchange  carriers  ("ILECs") and addressed  interconnection,  unbundled network
elements and resale  rates.  The FCC's  authority  to adopt such pricing  rules,
including  permitting  new  entrants  to "pick and  choose"  among the terms and
conditions of approved  interconnection  agreements,  was  challenged in federal
court by various ILECs and state regulatory  commissions.  On July 18, 1997, the
U.S.  Eighth  Circuit Court of Appeals (the "Eighth  Circuit  Court") issued its
decision and vacated the FCC's  pricing  rules  including  the "pick and choose"
provisions,  finding,  among  other  matters,  that  the  FCC had  exceeded  its
jurisdiction  in  establishing  pricing  rules  for  intrastate   communications
services. In responding to petitions for rehearing of its earlier decision,  the
Eighth  Circuit Court ruled on October 14, 1997,  that ILECs are not required by
the 96 Act to recombine network elements purchased by requesting  carriers on an
unbundled  basis.  The FCC asked the U.S.  Supreme  Court  ("Supreme  Court") to
review two  interconnection  decisions  of the  Eighth  Circuit  Court,  and the
Supreme  Court agreed to review these  decisions.  Oral  arguments are scheduled
before the Supreme Court on October 13, 1998.

    On May 7, 1997, the FCC issued regulations  relating to access charge reform
and  universal  service.  The access charge reform  regulations  are  applicable
mainly to price cap regulated local exchange companies.  Since ALLTEL's wireline
subsidiaries  are  not  price  cap  regulated   companies,   the  access  charge
regulations, with few exceptions, are not currently applicable to them. However,
the FCC  instituted a rulemaking  in June 1998 in which it proposed to amend the
access charge rules for rate-of-return  LECs in a manner similar to that earlier
adopted for price cap LECs. The FCC's proposal  involves the modification of the
transport  rate   structure,   the   reallocation  of  costs  in  the  transport
interconnection charge, and amendments to reflect changes necessary to implement
universal   service.   The  issue  of   additional   pricing   flexibility   for
rate-of-return  LECs is expected to be addressed  in a  subsequent  phase of the
proceeding.  Comments  and reply  comments on the FCC's  proposal are due August
17th  and  September  17th,  respectively.  Once the  access  charge  rules  for
rate-of-return  LECs are finalized,  ALLTEL will assess the impact,  if any, the
new rules will  have on its   wireline  operations.  Based upon ALLTEL's  review
of  the  FCC's  regulations  concerning  the  universal  service subsidy, it  is
unlikely that material  changes in the  universal  service  funding for ALLTEL's
wireline  subsidiaries  will occur prior to 2001. In 2001, the universal service
subsidy is  scheduled  to change from being based on actual costs to being based
on a proxy model.  Since the FCC has not yet defined the structure or content of
any such proxy  model,  the  impact,  if any,  of this  change in the  universal
service funding for ALLTEL's wireline  subsidiaries cannot be determined at this
time.  The  impact  of the  FCC's  universal  service  order on  ALLTEL's  other
telecommunications   operations   continues  to  be  evaluated.   Petitions  for
reconsideration  of certain  aspects of both the  universal  service  and access
charge  reform  orders are pending at the FCC. In  addition,  appeals of certain
aspects of these  orders  have also been filed with  various  federal  courts of
appeal.

    Because  resolution  of the  regulatory  matters  discussed  above  that are
currently  under FCC and/or  judicial  review is uncertain  and  regulations  to
implement  other  provisions  of the 96 Act have yet to be issued,  the  Company
cannot  predict  at this time the  specific  effects  that the 96 Act and future
competition will have on its wireline subsidiaries.
<TABLE>

Communications-Wireless Operations
----------------------------------------------------------------------------------------------------------
                                Three Months Ended           Six Months Ended        Twelve Months Ended
(Dollars in thousands)                June 30,                   June 30,                  June 30,
----------------------------------------------------------------------------------------------------------
                                   1998         1997          1998         1997          1998         1997
                                   ----         ----          ----         ----          ----         ----
<S>                            <C>          <C>           <C>          <C>           <C>          <C>

Revenues and sales             $154,877     $137,711      $295,506     $261,828      $576,404     $509,969
Operating income               $ 50,171     $ 44,399      $ 91,181     $ 84,087      $186,924     $164,017
----------------------------------------------------------------------------------------------------------
</TABLE>

    Wireless  revenues and sales  increased  $17.2 million or 12 percent,  $33.7
million or 13 percent  and $66.4  million or 13 percent  for the three,  six and
twelve  month  periods  ended  June 30,  1998,  respectively.  Operating  income
increased  $5.8  million or 13  percent,  $7.1  million  or 8 percent  and $22.9
million or 14 percent for  the  three, six  and  twelve  month  periods of 1998,

                                         8
<PAGE>

respectively.  During the twelve month period  ended June 30,  1998,  subscriber
growth  remained  strong as the number of wireless  customers grew  to 1,009,556
from 890,017,  an increase of 13 percent.  During  the first six months of 1998,
the Company  placed more than 201,000 gross units in service, compared to nearly
188,000 gross units for the same period of 1997.  Overall,  the Company's market
penetration rate (number of customers  as a percent  of the total  population in
ALLTEL's service areas) increased to 11.3 percent as of June 30, 1998.  Customer
churn  (average  monthly  rate  of  customer disconnects) was  2.2  percent, 2.3
percent  and 2.4 percent  for  the  three, six  and twelve months ended June 30,
1998, respectively, compared to 2.1 percent, 2.2 percent and 2.3 percent for the
same periods in 1997.

    Wireless  revenues and sales  increased in all periods  primarily due to the
growth  in  its  customer  base.   Increases  in  local  airtime,   roaming  and
long-distance  revenues,  reflecting  higher  volumes  of  network  usage,  also
contributed  to the  growth  in  revenues  and sales in all  periods.  Growth in
revenues  and  sales  for the six and  twelve  month  periods  of 1998  was also
favorably  impacted  by  decreases  in  uncollectible  revenues,   reflecting  a
reduction in write-offs  from bad debts.  The  increased  usage of the Company's
network  facilities  boosted the average  revenue per customer per month for the
second  quarter of 1998 to $51  compared  to $49 for the first  quarter of 1998.
Average  revenue per  customer  per month was $50 and $51 for the six and twelve
months  ended June 30,  1998,  respectively.  On a  comparative  basis,  average
revenue per customer per month for the three, six and twelve month periods ended
June 30, 1997,  were $53, $53 and $56,  respectively.  The declines from 1997 to
1998 in average revenue per customer per month  primarily  reflect the migration
of existing wireless customers to lower rate plans, and the industry-wide trends
of decreased  roaming revenue rates and continued  penetration  into lower-usage
market  segments.  During 1997,  as a result of  increased  current and expected
future  competition in its service areas, the Company  increased its offering of
monthly  service  plans  which have lower base  access  rates and  include  more
packaged airtime minutes.  The Company expects that average revenue per customer
per  month  will  continue  to be  impacted  by  reduced  roaming  rates  and by
penetration into lower-usage market segments. Accordingly, future revenue growth
will be impacted by ALLTEL's success in maintaining  customer growth in existing
markets,  increasing  customer  usage of the  Company's  network  and  providing
customers with enhanced products and services.

    The growth in operating  income for all periods of 1998  primarily  reflects
the  increases  in  revenues  and sales noted  above.  Improved  profit  margins
realized on the sale of  wireless  equipment  and a decline in losses  sustained
from fraud and bad debts also  contributed to the growth in operating  income in
all periods.  The decline in losses from fraud and bad debts resulted  primarily
from actions taken by the Company  during the third quarter of 1996 to implement
new  technologies to control fraud and to enhance ALLTEL's credit and collection
procedures.  The Company will continue to invest in new systems and technologies
to mitigate  the  occurrence  of fraud.  Operating  income for all periods  also
reflects increased expenses for selling and advertising,  depreciation and other
operating expenses.

Communications-Other

    Other  communications  services  primarily consist of the Company's start-up
PCS operations. The Company began providing PCS service in Jacksonville, Florida
in March 1998, and ALLTEL expects to begin offering PCS service in other markets
later  this  year.  Due  to the  start-up  nature  of  these  operations,  other
communications services sustained operating losses of $4.6 million, $5.6 million
and $7.0  million for the three,  six and twelve  month  periods  ended June 30,
1998, respectively.



                                         9
<PAGE>
<TABLE>

Information Services
----------------------------------------------------------------------------------------------------------------
                                     Three Months Ended          Six Months Ended          Twelve Months Ended
(Dollars in thousands)                    June 30,                    June 30,                   June 30,
----------------------------------------------------------------------------------------------------------------
                                       1998         1997          1998         1997            1998         1997
                                       ----         ----          ----         ----            ----         ----
<S>                                <C>          <C>           <C>          <C>           <C>            <C>

Revenues and sales                 $297,191     $247,613      $564,052     $464,777      $1,072,648     $963,690
Operating income                   $ 39,404     $ 35,739      $ 76,267     $ 69,403      $  152,086     $ 71,391
----------------------------------------------------------------------------------------------------------------
</TABLE>

    Information  services'  revenues  and sales  increased  $49.6  million or 20
percent,  $99.3  million or 21 percent and $109.0  million or 11 percent for the
three, six and twelve month periods ended June 30, 1998, respectively. Growth in
revenues  and sales for the twelve  month period was impacted by the sale of the
healthcare  operations  completed in January 1997. Excluding the sold healthcare
operations, revenues and sales would have increased $172.0 million or 19 percent
in the twelve month period ended June 30, 1998.  Revenues and sales increased in
all  periods  of  1998,  primarily  due to  growth  in the  financial  services,
international and telecommunications  outsourcing operations,  reflecting volume
growth in existing data processing contracts and the addition of new outsourcing
agreements.  The increases in revenues and sales in both periods were  partially
offset by contract  terminations  due primarily to the merger and  consolidation
activity in the domestic  financial  services  market.  The  domestic  financial
services industry continues to experience consolidation due to mergers.

    Operating  income  increased $3.7 million or 10 percent,  $6.9 million or 10
percent and $80.7  million or 113 percent  for the three,  six and twelve  month
periods ended June 30, 1998, respectively. Operating income for the twelve month
period  ended  June 30,  1997,  was  adversely  impacted  by the  $75.0  million
write-down in the carrying value of software and certain other assets during the
third  quarter of 1996,  as  previously  discussed.  Excluding the impact of the
asset  write-downs and the sold healthcare  operations,  operating  income would
have  increased  $12.2 million or 9 percent for the twelve months ended June 30,
1998.  The  increases  in  operating  income for all periods of 1998 reflect the
growth in revenues and sales noted above,  as well as,  improved  profit margins
realized from the international  financial services  business.  The increases in
operating  income in all periods  attributable  to revenue  growth and increased
profitability  of the  international  operations were partially  offset by lower
margins  realized  by  the  telecommunications   operations.   The  decrease  in
telecommunications  operating  margins  reflects  increases in depreciation  and
amortization  expense and increases in software  maintenance and other operating
costs. Depreciation and amortization expense increased in both periods primarily
due to the  acquisition of additional  data  processing  equipment and due to an
increase in amortization of internally developed software.

<TABLE>
Product Distribution Operations
-------------------------------------------------------------------------------------------------------------
                                    Three Months Ended          Six Months Ended         Twelve Months Ended
(Dollars in thousands)                   June 30,                    June 30,                   June 30,
-------------------------------------------------------------------------------------------------------------
                                       1998        1997          1998         1997          1998         1997
                                       ----        ----          ----         ----          ----         ----               
<S>                                <C>          <C>          <C>          <C>           <C>          <C>

Revenues and sales                 $111,277     $92,414      $193,050     $200,004      $352,748     $413,824
Operating income                   $  4,874     $ 4,213      $  8,455     $  8,630      $ 13,782     $ 19,169
-------------------------------------------------------------------------------------------------------------
</TABLE>

    Product  distribution's  revenues and sales  increased  $18.9  million or 20
percent,  decreased $7.0 million or 3 percent and decreased  $61.1 million or 15
percent  for the  three,  six and twelve  month  periods  ended  June 30,  1998,
respectively.  Operating income increased $0.7 million or 16 percent,  decreased
$0.2  million or 2 percent  and  decreased  $5.4  million or 28 percent  for the
three, six and twelve month periods ended June 30, 1998, respectively.  Revenues
and sales and  operating  income for all periods of 1997  include the  operating
results of HWC, which was sold in May 1997, as previously  discussed.  Excluding
the impact of HWC's  operations  in each  period,  revenues and sales would have
increased  $30.2  million or 37 percent,  $35.9  million or 23 percent and $53.0
million or 18 percent,  while operating income would have increased $1.0 million
or 26 percent,  increased  $1.3 million or 18 percent and decreased $0.1 million
or 1 percent for the three,  six and twelve month  periods  ended June 30, 1998,
respectively.

                                         10
<PAGE>

    Excluding  the impact of HWC's  operations,  revenues  and sales  would have
increased  in  all  periods  of  1998  primarily  due  to  growth  in  sales  of
telecommunications  and data  products  to both  affiliated  and  non-affiliated
customers,  including  increased retail sales of these products at the Company's
counter showrooms. Sales to affiliates increased in all periods primarily due to
additional  purchases made by the Company's  wireless  subsidiaries,  reflecting
expansion of ALLTEL Supply's product lines to include wireless equipment.

    Excluding  the  impact of HWC's  operations,  operating  income  would  have
increased  in the three  and six  month  periods  of 1998  primarily  due to the
increases in revenues and sales noted above.  Growth in operating income for all
periods of 1998 was impacted by lower gross profit margins, reflecting increased
competition from other  distributors and from direct sales by  manufacturers,  a
reduction in product  cost rebates  received  from  vendors,  and a reduction in
margins earned on affiliated  sales.  Although revenues and sales net of the HWC
operations  increased  in the  twelve  month  period of 1998,  operating  income
decreased due to the impact of the lower gross profit margins  discussed  above,
and due to increased selling and marketing expenses. The increase in selling and
marketing  expenses  reflects  additional  costs incurred by the Company to open
several new counter showroom facilities during the last six months of 1997.
<TABLE>
Other Operations
-----------------------------------------------------------------------------------------------------
                               Three Months Ended       Six Months Ended         Twelve Months Ended
(Dollars in thousands)              June 30,                 June 30,                  June 30,
-----------------------------------------------------------------------------------------------------
                                 1998        1997         1998        1997          1998         1997
                                 ----        ----         ----        ----          ----         ----
<S>                           <C>         <C>          <C>         <C>          <C>          <C>

Revenues and sales            $30,080     $27,848      $53,332     $62,106      $110,106     $125,499
Operating income              $ 2,457     $ 1,783      $ 4,215     $ 4,711      $  8,292     $ 10,444
-----------------------------------------------------------------------------------------------------
</TABLE>

    Other  operations  revenues and sales  increased  $2.2 million or 8 percent,
decreased  $8.8 million or 14 percent and decreased  $15.4 million or 12 percent
for the three,  six and twelve month periods ended June 30, 1998,  respectively.
Operating income increased $0.7 million or 38 percent, decreased $0.5 million or
11 percent  and  decreased  $2.2  million or 21 percent  for the three,  six and
twelve month periods ended June 30, 1998, respectively.

    Revenues and sales for other operations  increased in the three month period
primarily due to an increase in national yellow page advertising  revenues.  The
decreases in revenues and sales in the six and twelve  month  periods  primarily
reflect the loss of one large directory publishing contract. In addition,  other
operations'  revenues  and sales  decreased  in the twelve month period due to a
reduction in the number of directories  published,  as 19 fewer directories were
published during the twelve month period ended June 30, 1998, as compared to the
corresponding  twelve month period of 1997. The changes in operating  income for
the three, six and twelve month periods of 1998 reflect the changes in directory
publishing revenues noted above.
<TABLE>
-----------------------------------------------------------------------------------------------------
                                 Three Months Ended        Six Months Ended       Twelve Months Ended
(Dollars in thousands)                 June 30,                 June 30,                 June 30,
-----------------------------------------------------------------------------------------------------
                                   1998        1997         1998        1997         1998        1997
                                   ----        ----         ----        ----         ----        ----
<S>                              <C>        <C>          <C>         <C>          <C>         <C>

Corporate expenses               $5,568     $22,613      $11,941     $27,986      $29,749     $87,034
-----------------------------------------------------------------------------------------------------
</TABLE>

    Corporate expenses  decreased $17.0 million or 75 percent,  $16.0 million or
57 percent and $57.3  million or 66 percent for the three,  six and twelve month
periods ended June 30, 1998,  respectively.  As previously discussed,  corporate
expenses  for the three and six month  periods  ended June 30, 1997  include the
write-down  of $16.9 million to reflect the fair value less cost to sell the HWC
operations  recorded  in the second  quarter  of 1997.  In  addition,  corporate
expenses  for the twelve month  period of 1997 also  includes the $45.3  million
write-down  in the carrying  value of goodwill  related to HWC recorded in third
quarter of 1996.  Excluding  the  impact of these  write-downs  in each  period,
corporate  expenses would have  decreased  $0.2 million or 3 percent,  increased
$0.8  million or 7 percent  and  increased  $4.9  million or 20 percent  for the
three, six and twelve month periods ended June 30, 1998. Net of the write-downs,
the  increases  in corporate  expenses in both the six and twelve month  periods
reflect increases in advertising and employee benefit costs.

                                        11
<PAGE>

OTHER FINANCIAL STATEMENT ITEMS

Other Income, Net
-----------------

    Other  income,  net increased  $3.6 million or 602 percent,  $9.3 million or
more than 1000 percent and $12.3  million or 570 percent for the three,  six and
twelve month  periods  ended June 30, 1998,  respectively.  The increases in all
periods reflect increased capitalized interest costs and growth in equity income
recognized by the Company on its investments in wireless partnerships, partially
offset by an increase  in the  minority  interest  in earnings of the  Company's
wireless  operations by others.  The increases in capitalized  interest costs in
all periods of 1998 reflect the  acquisition  of the PCS  licenses,  as interest
related  to  the  license  cost  is  capitalized   for  those  markets  not  yet
operational.

Interest Expense
----------------

    Interest  expense  increased  $0.5  million or 2 percent,  $2.0 million or 3
percent  and $3.7  million  or 3 percent  for the three,  six and  twelve  month
periods ended June 30, 1998, respectively.  The increases in interest expense in
all  periods  reflect  increases  in  both  the  average  amount  of  borrowings
outstanding and weighted  average  borrowing  rates  applicable to the Company's
revolving  credit  agreement,  partially  offset by decreased  interest on other
long-term  debt due to a  reduction  in  outstanding  balances  as a  result  of
scheduled maturity payments.

Income Taxes
------------

    Income tax  expense  decreased  $3.5  million or 3 percent,  increased  $9.6
million or 5 percent and  increased  $82.9  million or 34 percent for the three,
six and twelve month periods ended June 30, 1998,  respectively.  The changes in
income tax expense in all periods  primarily  reflect the tax-related  impact of
the various  non-recurring items previously  discussed.  Excluding the impact on
tax  expense of these  non-recurring  items in each  period,  income tax expense
would have  increased  $1.3 million or 2 percent,  $7.1 million or 6 percent and
$21.0 million or 9 percent in the three, six and twelve month periods ended June
30, 1998,  respectively,  consistent  with the overall  growth in the  Company's
earnings from continuing operations before non-recurring items.

Average Common Shares Outstanding
---------------------------------

    The average number of common shares outstanding  decreased 1 percent in both
the three and six month periods ended June 30, 1998,  and decreased 2 percent in
the twelve  month  period June 30,  1998.  The  decreases  in all  periods  were
primarily  due to the  Company's  repurchase  of its  common  stock  on the open
market,  partially  offset by additional  shares  issued in connection  with the
acquisition  of a wireline  property in the State of Georgia  and by  additional
shares issued under the Company's stock option plans.

Merger Agreement
----------------

    Effective   July 1,   1998,   ALLTEL   completed   its   merger   with   360
Communications Company ("360") under a  definitive merger agreement entered into
on March 16, 1998. The  stockholders  of  each  company  approved the  merger at
special  meetings held on June 23, 1998.  360 provides  wireless voice and  data
telecommunications services to more than 2.7 million customers in 15 states. 360
also  markets  residential  long-distance  and  paging services  in  the  states
in which it  provides  wireless  services.  The  merged company has $8.9 billion
in assets, $12  billion  in market capitalization, serves more  than 5.6 million
communications customers in 22 states and operates more than 700 retail outlets.
The  combined  company  employs  more than 20,000 people worldwide and  has more
than 1,000 information services clients in 48 countries.

                                        12
<PAGE>

    Under   terms  of  the   merger  agreement,   360   became  a   wholly-owned
subsidiary  of  ALLTEL,  and  each  outstanding  share  of  360 common stock was
converted  into the  right  to  receive  .74  shares  of  ALLTEL  common  stock.
Accordingly,   ALLTEL  issued  in  aggregate   89.9  million  shares  to  former
stockholders of 360.  The merger qualified as a tax-free  reorganization and has
been accounted for as a pooling  of interests.  Post-merger financial statements
reporting  the combined  operating  results of  ALLTEL and 360  will  first  be 
presented as of and for the interim  periods ended  September 30, 1998 and 1997.
Annual and  interim  financial  statements  of  ALLTEL for periods prior  to the
merger  will  be  restated  to  reflect  the  merger  transaction.  Supplemental
financial  information for the interim periods ended June 30, 1998 and  1997  is
disclosed in Note 2 to  the Unaudited Consolidated Financial Statements included
in Exhibit 19 to this Form 10-Q.

Other Financial Information
---------------------------

    During the first six months of 1998,  there were no material  changes in the
market risks discussed in the Company's  Annual Report on Form 10-K for the year
ended December 31, 1997.

    The Year 2000  compliance  issue  concerns  the  inability  of  computerized
information systems to properly recognize and process date sensitive information
as the year 2000  approaches.  The Company has taken actions to  understand  the
nature  and  extent  of the work  required  to make its  systems,  products  and
infrastructure,  in those  situations in which ALLTEL is required to do so, Year
2000 compliant.  ALLTEL has established a Year 2000 Program Office to coordinate
and monitor the Company's Year 2000  compliance  efforts and has prepared and is
in the process of implementing a company-wide  Year 2000 compliance plan. ALLTEL
continues to evaluate the estimated costs associated with these efforts based on
actual  experience.  While these efforts involve  additional  costs, the Company
believes,  based on  available  information,  that  these  costs will not have a
material adverse effect on its results of operations.

Recently Issued Accounting Pronouncements
-----------------------------------------

    In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  for  Hedging   Activities",   ("SFAS  133").   This  Statement
establishes  accounting and reporting  standards requiring that every derivative
instrument  be  recorded on the  balance  sheet as either an asset or  liability
measured at fair value.  SFAS 133 requires that changes in a  derivative's  fair
value be  recognized  currently in earnings  unless  specific  hedge  accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset  related  results  on the  hedged  item in the income
statement,  and requires  that a company must formally  document,  designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS 133
is effective  for fiscal  years  beginning  after June 15,  1999,  and cannot be
applied  retroactively.  ALLTEL has not yet  quantified  the impacts of adopting
SFAS 133 on its  financial  statements;  however,  SFAS 133 could  increase  the
volatility of reported earnings and other comprehensive income once adopted.

Forward-Looking Statements
--------------------------
    This Management's Discussion and Analysis of Financial Condition and Results
of Operations  includes,  and future  filings by the Company on Form 10-K,  Form
10-Q and Form 8-K and future oral and written  statements by the Company and its
management may include, certain forward-looking  statements,  including (without
limitation)   statements  with  respect  to  anticipated  future  operating  and
financial  performance,  growth opportunities and growth rates,  acquisition and
divestitive opportunities,  Year 2000 compliance and other similar forecasts and
statements of expectation.  Words such as "expects,"  "anticipates,"  "intends,"
"plans," "believes," "seeks," "estimates" and "should",  and variations of these
words and similar  expressions,  are intended to identify these  forward-looking
statements.  Forward-looking  statements by the Company and its  management  are
based on estimates, projections, beliefs and assumptions of  management and  are

                                       13
<PAGE>

not guarantees  of future  performance.  The Company  disclaims  any  obligation
to  update or  revise  any  forward-looking statement based  on  the  occurrence
of  future  events,  the  receipt  of new information, or otherwise.

    Actual future  performance,  outcomes and results may differ materially from
those  expressed  in  forward-looking  statements  made by the  Company  and its
management as a result of a number of important factors. Representative examples
of these factors include (without  limitation) rapid technological  developments
and  changes in the  telecommunications  and  information  services  industries;
ongoing  deregulation (and the resulting  likelihood of significantly  increased
price and product/service  competition) in the telecommunications  industry as a
result of the Telecommunications Act of 1996 and other similar federal and state
legislation and the federal and state rules and regulations  enacted pursuant to
that legislation;  regulatory limitations on the Company's ability to change its
pricing for communications  services; the possible future unavailability of SFAS
71 to the Company's wireline subsidiaries;  continuing  consolidation in certain
industries,  such as  banking,  served  by the  Company's  information  services
business;  and the risks associated with relatively large,  multi-year contracts
in the Company's  information  services business.  In addition to these factors,
actual future performance, outcomes and results may differ materially because of
other, more general, factors including (without limitation) general industry and
market  conditions  and  growth  rates,  domestic  and  international   economic
conditions,   governmental   and  public   policy   changes  and  the  continued
availability  of financing in the  amounts,  at the terms and on the  conditions
necessary to support the Company's future business.



                                         14
<PAGE>

                               ALLTEL CORPORATION

                                    FORM 10-Q

                           Part II - OTHER INFORMATION



Item 4. Submission of Matters to a Vote of Security Holders
------  ---------------------------------------------------

     The Company's  1998 Annual  Meeting of  Stockholders  was held on April 23,
     1998.  At the  meeting,  the  following  items were  submitted to a vote of
     stockholders:

        (1)     The election of four  directors,  constituting  the class of the
                Company's  Board of Directors,  who will serve a three-year term
                expiring at the 2001 Annual Meeting of Stockholders:

                Nominee                         Votes For        Votes Withheld
                -------                         ---------        --------------
                Michael D. Andreas             158,683,891          1,780,586
                Lawrence L. Gellerstedt III    159,228,729          1,235,748
                Emon A. Mahoney, Jr.           159,273,879          1,190,598
                Ronald Townsend                159,200,670          1,263,807

        (2)     A stockholder  proposal to amend  ALLTEL's  Shareholders  Rights
                Plan was not adopted with 56,922,321 votes for, 85,505,042 votes
                against and 2,691,120  abstentions.  Broker non-votes related to
                this proposal totaled 15,345,994.

     The Company held a Special Meeting of Stockholders on June 23, 1998. At the
     meeting, the following items were submitted to a vote of stockholders:

        (1)     Proposal  to  approve  the issuance  of ALLTEL common stock, par
                value  $1.00  per  share,  pursuant to  an Agreement and Plan of
                Merger  dated  March 16, 1998,  by  and  among ALLTEL,  Pinnacle
                Merger  Sub, Inc., a  Delaware  corporation and  a  wholly-owned
                subsidiary of ALLTEL, and 360 Communications Company, a Delaware
                corporation, and  the  transactions  contemplated  thereby.  The
                proposal  was  approved  with  146,166,604  votes for, 1,427,797
                votes against and 691,991 abstentions.  Broker non-votes related
                to this proposal totaled 15,749,572.

        (2)     Proposal to amend the restated  Certificate of  Incorporation of
                ALLTEL to increase from 500,000,000 to 1,000,000,000  the number
                of shares of ALLTEL  common stock  authorized  to be issued from
                time to time by the Company.  The  proposal  was  approved  with
                155,979,065  votes for,  7,343,141  votes  against  and  713,758
                abstentions.

        (3)     Proposal to approve the ALLTEL 1998 Equity  Incentive  Plan. The
                proposal was approved  with  120,248,214  votes for,  42,222,701
                votes against and 1,562,246 abstentions.


                                         15


<PAGE>


                               ALLTEL CORPORATION

                                    FORM 10-Q

                           Part II - OTHER INFORMATION



Item 6.         Exhibits and Reports on Form 8-K
-------         --------------------------------

        (a)     See the exhibits specified on  the Index  of Exhibits located at
                Page 18.

        (b)     Reports on Form 8-K:

                Current Report on Form 8-K dated April 21, 1998, reporting under
                Item 5, Other Events, the Company's Press Release announcing its
                first quarter results from operations.

                Current Report on Form 8-K dated June 23, 1998,  reporting under
                Item 5, Other  Events,  the Company's  Press Release  announcing
                that the stockholders of ALLTEL and 360 Communications   Company
                ("360")  had  approved  the  merger  of the two  companies,  and
                that the Federal Communications  Commission  also   had approved
                the merger transaction.

                Current Report on Form 8-K dated June 30, 1998,  reporting under
                Item 2,  Acquisition  or  Disposition  of Assets,  the Company's
                Press Release announcing  that  ALLTEL  and  360  had  completed
                their merger effective  July 1, 1998.  The required   historical
                financial statements of 360  required pursuant  to Rule  3-05 of
                Regulation S-X and the pro forma financial information  required
                pursuant  to  Article  11 of  Regulation  S-X  will  be filed by
                amendment not  later than 60 days  after the date  this Form 8-K
                was required to be filed.

                No other  reports on Form 8-K have been filed during the quarter
                for which this report is filed.


                                         16


<PAGE>

                                    SIGNATURE
                                    ---------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.





                               ALLTEL CORPORATION
                             ----------------------
                                  (Registrant)



                              /s/ Dennis J. Ferra
                             ----------------------
                                  Dennis J. Ferra
                                  Senior Vice President and
                                    Chief Administrative Officer
                                  (Principal Financial Officer)
                                  August 14, 1998




                                         17


<PAGE>


                               ALLTEL CORPORATION

                                    FORM 10-Q

                                INDEX OF EXHIBITS


Form 10-Q                                                             Sequential
Exhibit No.                  Description                               Page No.
-----------                  -----------                              ----------

(10)(f)(5)           ALLTEL Corporation 1998 Management Deferred       27 - 49
                     Compensation Plan, effective June 23, 1998

(10)(f)(6)           ALLTEL Corporation 1998 Directors' Deferred       50 - 69
                     Compensation Plan, effective June 23, 1998

   (19)              Interim Report to Stockholders and                19 - 26
                     Notes to Consolidated Financial Statements
                     for the periods ended June 30, 1998

   (27)              Financial Data Schedule                             70
                     for the three months ended June 30, 1998




                                         18